Represents vesting of the last one-third of Mr. Nelson's performance units granted on July 21, 2009. Mr. Nelson elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Nelson. The 9,896 shares withheld had a value equal to the tax liability.

(2)

Represents vesting of the second one-third of Mr. Nelson's performance units granted on July 21, 2010. Mr. Nelson elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Nelson. The 4,900 shares withheld had a value equal to the tax liability.

(3)

Represents vesting of the first one-third of Mr. Nelson's performance units granted on July 21, 2011. Mr. Nelson elected to pay a tax liability arising upon vesting of the performance units by having the Issuer withhold shares that would have otherwise been issued to Mr. Nelson. The 389 shares withheld had a value equal to the tax liability.

Time-Based Performance Units (25%) vest in equal annual installments on July 21, 2013, 2014 and 2015. The amount due the employee is equal to the grant date unit value of $5.00 plus the change in stock price over the performance period, multiplied by the number of units that vest. The initial stock price used in determining the change in stock price is $33.20 per share.
Performance-Based Performance Units (75%) vest in equal annual installments on July 21, 2013, 2014 and 2015. The amount due the employee is equal to the grant date unit value of $5.00 plus the change in stock price over the performance period, multiplied by the number of units that vest. The number of units that vest is determined by the Company's Total Shareholder Return (TSR) performance measured against a TSR Unit Number Modifier, which may range from 0% to 200%. The initial stock price used in determining the change in stock price is $33.20 per share.

(6)

Between February 9, 2012 and July 21, 2012, the reporting person acquired 568.627 shares of Energy XXI common stock under the Energy XXI 401 (k) Plan

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